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Scientific Games Announces Pricing of an Upsized Private Offering of $550.0 Million of Senior Unsecured Notes

LAS VEGAS, June 17, 2020 /PRNewswire/ -- Scientific Games Corporation (NASDAQ: SGMS) ("Scientific Games" or the "Company") today announced that its wholly owned subsidiary, Scientific Games International, Inc. ("SGI"), has priced $550.0 million in aggregate principal amount of 8.625% senior unsecured notes due 2025 (the "Notes"), at an issue price of 100.000%, in a previously announced private offering. The principal amount of the offering was increased from the previously announced offering size of $350.0 million.

Scientific Games intends to use the net proceeds of the Notes offering to redeem all $340.6 million of SGI's outstanding 6.625% senior subordinated notes due 2021 (the "2021 Notes"), to pay accrued and unpaid interest thereon plus any related premiums, fees and costs, pay related fees and expenses of the Notes offering and to fund working capital and general corporate purposes.

The Notes will be guaranteed on a senior basis by Scientific Games and certain of its subsidiaries, and the Notes will not be secured.

The offering is currently expected to close on July 1, 2020, subject to customary conditions.

The Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A and to non-U.S. Persons under Regulation S under the Securities Act.

This press release does not and will not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor will there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.  Nothing in this press release should be construed as an offer to purchase, notice of redemption or repurchase or a solicitation of an offer to purchase any of the outstanding 2021 Notes. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.